Conduct of Business by Sellers. (a) Except for matters specifically contemplated by this Agreement, from the date of this Agreement to the Closing each Seller shall, and shall cause each of their Subsidiaries to, conduct its business in light of the existing circumstances (including the Chapter 11 Case) in such a manner as to permit the Sellers to perform their obligations under this Agreement and to maintain the ongoing operations of the Sellers, CLP and Pro-Motion consistent with the budget attached hereto as Exhibit C (the "Budget"). In addition, and without limiting the generality of the foregoing, from the date of this Agreement to the Closing, the Sellers shall not, and shall not permit any of their subsidiaries to, do any of the following without the prior written consent of Parent:
(i) (A) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock or (B) purchase, redeem or otherwise acquire any shares of capital stock of any Seller or any Subsidiary of any Seller or any other securities thereof or any options, warrants, calls or rights to acquire any such shares or other securities;
(ii) acquire or agree to acquire (A) by merging or consolidating with, or by purchasing any equity interest in or portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof or (B) any assets that are material, individually or in the aggregate, to the Sellers, taken as a whole, except purchases in the ordinary course of business consistent with prior practice;
(iii) sell, lease (as lessor), license or otherwise dispose of or subject to any Encumbrance any of the Acquired Assets or any properties or assets that are material, individually or in the aggregate, to the Sellers;
(iv) incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of any Seller, guarantee any debt securities of another person, enter into any "keep well" or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing;
(v) enter into, modify or terminate (i) any Contract listed on Section 3.05 of the Seller Disclosure Letter, and (ii) any Contract entered into on or after the date of this Agreement, that if it had been entered into prior...
Conduct of Business by Sellers. (a) From and after the Execution Date until the earlier of the Closing and the termination of this Agreement in accordance with ARTICLE XII (the “Interim Period”), except as consented to in writing by Buyer or provided for in this Agreement, Sellers shall:
(i) cause the Properties to be maintained and operated in a good and workmanlike manner consistent with the manner of maintenance and operations prior to the Execution Date and operate the Properties in the Ordinary Course in compliance with applicable Laws; provided, however, that no Seller shall be obligated to complete, recomplete, or rework any of the Xxxxx or drill any additional xxxxx;
(ii) pay or cause to be paid their proportionate share of all costs and expenses incurred in connection with such operations and Sellers will notify Buyer of ongoing activities and major capital expenditures in excess of $100,000 per activity on an 8/8ths basis, exclusive of the matters contemplated by the capital budget attached hereto as Exhibit J (such Exhibit J, with any changes or amendments as agreed to by Buyer and Sellers’ Representative in writing, is the “Capital Budget”), and shall consult with Buyer regarding all such matters and operations involving such expenditures;
(iii) pay, as they become due, all expenses related to the Properties, as would be paid by a reasonably prudent lessee or operator;
(iv) notify Buyer of any election that any Seller is required to make under any Applicable Contract, specifying the nature and time period associated with such election, and, if Buyer does not respond to the notifying Seller within sufficient time to enable such Seller to timely make such election, then such Seller shall make such election as would a reasonably prudent lessee or operator; provided, however, that no Seller nor any of Sellers’ Subsidiaries shall make any election to go non-consent or to not participate in any operation with respect to the Properties without Buyer’s prior written consent;
(v) maintain insurance coverage on the Properties presently furnished by third parties that are not Affiliates of Sellers in the amounts and of the types presently in force;
(vi) use commercially reasonable efforts to keep Buyer reasonably apprised of any drilling, re-drilling or completion operations proposed or conducted by Sellers with respect to the Properties;
(vii) use commercially reasonable efforts to maintain in full force and effect all Leases that are presently producing in paying quantities;
(viii) pa...
Conduct of Business by Sellers. (a) From and after the date of this Agreement and to the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, except (i) as set forth in Section 6.2(b) of the Seller Disclosure Letter or as otherwise expressly required by this Agreement or (ii) as Purchaser shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed, Seller Parent agrees that it will, and will cause each of the Conveyed Subsidiaries (and their Subsidiaries) and the Asset Sellers (in respect of the Business) to, (x) conduct the Business in all material respects in the ordinary course consistent with past practice and (y) use commercially reasonable efforts to (i) maintain and preserve intact the Business, the Conveyed Subsidiaries (and their Subsidiaries) and the Purchased Assets (including to use commercially reasonable efforts to maintain the existence of, and rights of Sellers in, to or under the Business IP and the Licensed IP and Governmental Authorizations) in all material respects, and (ii) maintain the ordinary course and customary relationships with licensors, suppliers, distributors, customers and others having business relationships with the Business in all material respects.
(b) From and after the date of this Agreement and to the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, except (i) as set forth in Section 6.2(b) of the Seller Disclosure Letter or as otherwise expressly required by this Agreement, or (ii) as Purchaser shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed, (iii) as may be necessary or advisable, in the reasonable discretion of Seller Parent, in connection with the Internal Restructurings or to transfer the Excluded Assets pursuant to Section 2.4(b), subject to the limitations set forth therein or (iv) as required by Law or the terms of any Contract made available to Purchaser or any of its Representatives prior to the date hereof, Seller Parent covenants and agrees that it shall cause the Sellers and the Conveyed Subsidiaries (and their Subsidiaries), in each case with respect to the Business, to:
(i) not change or amend the charter, bylaws or similar organizational documents of any Conveyed Subsidiary (or any Subsidiary thereof);
(ii) maintain insurance coverage relating to the Business at levels consistent with presently existing levels;
(iii) not ...
Conduct of Business by Sellers. Except as set forth in Schedule 6.1, (i) with respect to the Pre-Closing Covenants for the period commencing on the date hereof and ending at the Effective Time and (ii) with respect to covenants under subsections 6.1(e), (f), (g), (h), (k), (l), (p), and, solely for purposes of the forgoing subsections, (s) for the period commencing on the date hereof and ending at the Closing, each Seller shall, except as expressly required by this Agreement and except as otherwise consented to in advance in writing by Purchaser, which such consent shall not be unreasonably withheld:
(a) conduct the Business in the Ordinary Course in all material respects and not engage in any new line of business or make any commitment with respect to the Business or the Purchased Assets except those in the Ordinary Course in all material respects and not otherwise prohibited under this Section 6.1;
(b) use commercially reasonable efforts to (i) preserve intact the goodwill and business organization of such Seller and (ii) preserve the relationships and goodwill of such Seller with customers, distributors, suppliers and employees of such Seller;
Conduct of Business by Sellers. Except as set forth in Schedule 6.1, (i) with respect to the Pre-Closing Covenants for the period commencing on the date hereof and ending at the Effective Time and (ii) with respect to covenants under subsections 6.1(e), (f), (g), (h), (k), (l), (p), and, solely for purposes of the forgoing subsections, (s) for the period commencing on the date hereof and ending at the Closing, each Seller shall, except as expressly required by this Agreement and except as otherwise consented to in advance in writing by Purchaser, which such consent shall not be unreasonably withheld: 36
Conduct of Business by Sellers. Except (i) as otherwise permitted, contemplated or required by this Agreement (including in connection with the Contribution), (ii) as required (and only to the extent required) by a Governmental Authority or by applicable Law and if, when not prohibited by such Governmental Authority or applicable Law, Sellers provide advance written notice to Buyer of a proposed action or inaction and, following such notice, consults with Buyer regarding Sellers’ and the Acquired Entities’, as applicable, proposed action or inaction in response to such Governmental Authority or applicable Law and considers in good faith Buyer’s comments to such action or inaction, or (iii) with the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement until the Closing, Sellers shall, and shall cause each Acquired Entity to, use commercially reasonable efforts to conduct the Business in the Ordinary Course of Business in all material respects and use commercially reasonable efforts to, and Sellers shall, and shall cause each Acquired Entity to, use commercially reasonable efforts to preserve substantially intact the goodwill and current significant business relationships of the Business, including relationships with employees, customers, Merchants, Processors, suppliers, referral sources and other key Persons; provided, however, that the failure to take any action prohibited by Section 5.1(b) shall not constitute a breach of this Section 5.1(a).
Conduct of Business by Sellers. [***] The Company agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request. [***] The Company agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request.
Conduct of Business by Sellers. Sellers covenant that the Sellers ------------------------------ shall not:
(a) except pursuant to this Agreement, sell, transfer, convey or otherwise dispose of (i) any of the Assets prior to the Closing or termination of this Agreement or (ii) any of the Future Licenses or any right thereto or interest therein except in compliance with the provisions of Section 1.6 of this Agreement or after termination of this Agreement,
(b) except pursuant to this Agreement, encumber, or agree to encumber, in any way, or enter into any consensual restriction with respect to (i) any of the Assets prior to the Closing or termination of this Agreement or (ii) or any of the Future Licenses or any right thereto or interest therein except in compliance with the provisions of Section 1.6 of this Agreement or after termination of this Agreement, or
(c) except pursuant to this Agreement, enter into any contract, agreements or understanding with respect to any of the (i) Assets prior to the Closing or termination of this Agreement or (ii) any of the Future Licenses except in compliance with the provisions of Section 1.6 of this agreement or after termination of this Agreement,
(d) enter into any agreements or commitments for any of 8.5(a) through 8.5(c).
Conduct of Business by Sellers. Sellers covenant that the Seller ------------------------------ shall not:
(a) sell, transfer, convey or otherwise dispose of any of the Assets or the Pending Licenses or any right thereto or interest therein,
(b) encumber with any Lien, or agree to encumber with any Lien, in any way, or enter into any consensual restriction with respect to, any of the Assets or the Pending Licenses or any right thereto or interest therein, or
(c) enter into any contract, agreements or understanding with respect to any of the Assets or the Pending Licenses.
(d) enter into any agreements or commitments for any of 8.5(a) through 8.5(c).
Conduct of Business by Sellers. From the date hereof to the Closing Date, the Sellers will, except as required in connection with the transactions contemplated by this Agreement and except as otherwise disclosed in the Sellers Disclosure Letter or consented to in writing by Purchaser:
(a) Carry on the Business in the ordinary and regular course in substantially the same manner as heretofore conducted and not engage in any new line of business or enter into any agreement, transaction or activity or make any commitment with respect to the Business except those in the ordinary and regular course of business and not otherwise prohibited under this Section 5.1;
(b) Use reasonable efforts to preserve intact the goodwill and business organization of the Business, to keep the officers and employees of the Business available to Purchaser and to preserve the relationships of the Business with customers, suppliers and others having business relations with the Business;
(c) Not (i) sell any of the Assets, (ii) create, incur or assume any indebtedness secured by the Assets, (iii) grant, create, incur, or suffer to exist any liens or encumbrances
